Under the plan of arrangement, AuEx shareholders will receive 0.645 of a Fronteer Gold share, $0.66 in cash and 0.5 of a share in a new exploration company ("SpinCo") for each AuEx share. Excluding the SpinCo shares, the offer represents a premium of approximately 50.9% based on the volume-weighted average prices of AuEx and Fronteer Gold shares on the Toronto Stock Exchange ("TSX") for the 20 trading days ended on August 26, 2010, resulting in a fully diluted equity value for the transaction of $280.8 million.

SpinCo will own all of AuEx's exploration assets outside of the Pequops District and have $5.0 million in cash. On completion of the transaction, AuEx shareholders will hold 18.6% of the pro forma outstanding shares of Fronteer Gold, on a fully-diluted basis and 90.1% of the SpinCo shares, while Fronteer will hold the remaining 9.9% of the SpinCo shares.